Corporate Governance Best Practices

This program will cover in detail the role and authority of officers and directors of a corporation. The presenters will discuss at length the fiduciary duties of directors and officers of a corporation, including duties of care, loyalty, independence, candor and oversight. The program will cover the key issues and best practices for Board delegation of issues to committees or officers, including when to delegate, how to create sufficient internal controls and reporting structures and how to determine whether the corporation has sufficient expertise with respect to an issue. The course will cover potential litigation risks for directors and officers and how these risks can be mitigated through best practices that lead to the application of the business judgment rule.  

This program will benefit in-house counsel, board members and senior officers involved in corporate decision making and controls. It will also assist inside and outside counsel advising companies and boards about best practices for corporate governance, litigation risks, ongoing litigation or internal investigations. 

Learning Objectives:

1. Describe general Board responsibilities, as well as Board fiduciary duties to the corporation and shareholders

2. Discuss Board delegation of issues to officers or committees, consultation of experts and creation of reasonable reporting structures and internal controls

3. Explore the business judgment rule and how it informs best practices for corporate governance

4. Identify practical takeaways to facilitate Board members in upholding their fiduciary duties